NINTH AMENDMENT
TO ASSET SALE AND PURCHASE AGREEMENT
This Ninth Amendment to Asset Sale and Purchase Agreement ("Amendment") is entered into as of January 29, 2018 (the "Amendment Effective Date"), by and between AVATAR PROPERTIES INC., a Florida corporation ("Seller") and POINCIANA COMMUNITY DEVELOPMENT DISTRICT, a special purpose unit of local government established under Chapter 190, Florida Statutes ("Buyer").
RECITALS

AgreemAen.t

Seller  and Buyer  entered into  that  certain Asset Sale  and Purchase
(the "Original Agreement") with an Effective Date of December 5, 2016, as

with an effective date of April 19,

with an effective date of March 15, 2017, that certain Third

amended by that certain First Amendment to Asset Sale and Purchase Agreement with an PeffuercchtiavseedAatgereoefmFeenbtruary 24, 2017,  that certain Second Amendment to Asset Sale and Amendment to Asset Sale and Purchase Agreement

Aeffgerecetimveendtate of May 17, 2017, that ce1iain

2017, that certain Fourth Amendment to Asset Sale and Purchase Agreement with an

with an effective date of

with an effective date of July 26, 2017, that ce1iain

Fifth Amendment to Asset Sale and Purchase Sale  and  PwuirtchhaanseefAfegcrteiveemednatte of June 21, 2017, that certain Sixth Amendment to Asset Seventh Amendment to Asset Sale and Purchase Agreement
September 20, 2017, and that ceiiain Eighth Amendment to Purchase and Sale Agreement with an effective date of October 18, 2017 (collectively, the "Agreement"), with respect to the sale of the Purchased Assets, as defined in the Agreement from Seller to Buyer.
Seller and Buyer wish to amend the Agreement as provided in this Amendment.
NOW, THERFORE, for and in consideration of the foregoing, the promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree as follows:
Inspection Completion Date. The definition of Inspection Completion Date in Section l .l(xlix) of the Agreement is hereby deleted in its entirety and the following is inse1ied in lieu thereof:
2018," ""Inspection Completion Date" means 5:00 p.m., Eastern time on April 6,
Bond Validation Date. Simultaneously with the Amendment Effective Date, Seller hereby elects to extend the Validation Date to April 6, 2018.
Ratification. Except as modified hereby, all terms and conditions of the Agreement are hereby ratified and confirmed and remain in full force and effect. In the event of any conflict between any term set fo1ih in the Agreement and this Amendment, the terms of this Amendment shall control.
\376463\1 -# 10736251 vi

Counterparts/ Facsimile. This Amendment may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all ofwhich shall constitute one and the same document. Execution and delivery of this Amendment may be accomplished via electronic transmission.
IN WITNESS WHEREOF, Seller and Buyer have each caused this Amendment to be duly executed on their respective behalves by their respective duly authorized officers.

SELLER:

AVATAR PROPERTIES INC.,

-- 	

a Florida corporation
�
B�	,	.-/

/

N�-

<.'.L�

�
Title:	f:vf;\{fu,.,�  cn_,..;:,pt_.<....

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

\376463\1-# 10736251vl

2

Attest: Secretary

BUYER:
POINCIANA COMMUNITY DEVELOPMENT DISTRICT, a

���J;lt:b�yJ;

special purpose unit of local government established pursuant to Chapter 190, Florida Statutes

Title: C\U\ l'C,�w..)   �       �i.� I)lt\u1 i �l't'

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

\376463\l-# 10736251 vl

3